Shades of Dale
by Ice-Eagle Y'siri
Summary: With the Battle of Five Armies concluded, Thorin takes his place as King of Erebor, The Master returns to Laketown with his treasure, and Bard the Bowman becomes the Lord of Dale, finally claiming his birthright. A birthright of a wrecked city, only several dozen Men willing to follow him, one hobbit not entirely sure of his welcome at the Lonely Mountain, & Alatar causes chaos.
1. Prologue: Hey, Isn't It Cold?

_**Chapter 1: Prologue: Hey, Isn't It A Little Chilly Here...?**_

**Possible Bagginshield. Eventually. This will be a very slow-building story.**

* * *

It was cold.

In Bilbo's mind, that was the first word that came to mind. Just...cold. It wasn't winter yet, but up near the mountains one could definitely feel the chill, and Bilbo was a Hobbit, and Hobbits did not care for the cold when they weren't adequately prepared for it, with cloaks and scarves and at least one hat with the promise of a hot meal inside waiting for them thankyouverymuch, and none of this _terrible_ wind.

At least it wasn't snowing. There were small blessings, even now. Hobbits didn't walk in snow, or if they did, it wasn't for long. Hobbit feet may be tough and strong, but when certain Hobbits had never been outside the Shire before, and were only subjected to rolling hills and peaceful, _warm_ ground, Hobbit feet could freeze just as quickly as those of Men or Dwarf.

Discounting Elves, of course. Bilbo still disagreed with the Dwarves on their view about the Eldar, but he was just as skeptical (and slightly jealous) when he learned that they could walk on snow.

Bilbo shivered a bit and continued downward, away from Thorin's tent, to the elven encampment. He still hadn't decided what to do yet, or where to go. He and Thorin had made their peace, yes, but things were still uneasy between them. He had thought that he was beginning to see flashes of the Thorin the Dwarves knew, at Laketown and again at the secret door on Durin's Day. Although, looking back on it, it was fairly obvious. The map and the location of the door were written in moon runes, so why wouldn't the light to reveal the door be the same?

Bilbo quickly buried that thought as he was waved past into the conference tent, where King Thranduil, Bard, and Gandalf were waiting. Of the three, two were magical, and both could probably read minds, and he did not want Thranduil to pick up on that thought and use it as a jab at the Company the next time they met. Thranduil didn't mean much harm by it, Bilbo was sure, but he did like to create—chaos, on occasion.  
And although Thranduil could probably refuse to agree if he heard it, in that way, he was much like his son, Legolas.

His arm twinged unpleasantly in his sling as he was waved into the tent by the guards standing outside. It was broken in two places and he had dislocated his shoulder, but that was a small price to pay for saving Thorin at the last moment from Azog's warg. Kili and Fili were saved as well, when Bilbo used his ring and managed to sneak up on their would-be killers before either of them had the opportunity to attack. After the twin princes were safe, Bilbo continued throughout the battle, watching over members of the Company, before seeing Thorin strike Azog the final blow. The dwarrow had stood triumphant for one moment, not noticing Azog's warg behind him. Bilbo, however, had. Afterward, in the healing tents, Bilbo could be heard scolding himself to not continue with such heroics ever again if he was going to end up like this, and next time he would just let Thorin be killed so he could bring him back and kill him again for his stupidity. The elven healers, though amused (especially Thranduil) continued to treat him without any fuss and, in fact, agreed with him, for the sake of their health as much as his.

A wizard who specializes in fireworks and panicking has no place in a healing tent. Ever.

"Bilbo." Gandalf's voice was warm as he knelt to embrace the hobbit for the first time since the beginning of the battle. The wizard about had a conniption when Bilbo was carried into the healers' network of tents by Legolas, with several members of the Company trailing behind. He had bellowed for Thranduil and managed to get him situated on a bed before Bilbo passed out. He didn't remember much after that until he had woke up. As Bilbo stepped out of the embrace, he looked at Gandalf. The wizard seemed drawn and exhausted, with lines around his eyes, although they were warm. Thranduil and Bard had the same visage, and Bilbo wondered if he looked in a mirror he would have the same face.

"It is good to see you up and about, Master Hobbit." Bard nodded at Bilbo and motioned to a chair for him to take at the table. "I have a proposal for you, but it depends on a couple of things. Firstly, were you planning on going back to the Shire anytime soon?"

Bilbo blinked. "Ah. I hadn't really thought of it, to be honest. I don't really fit in there, now, but I would need to sort out some affairs, either in person or by letter, regarding Bag End. And where I could be reached? Erebor isn't closed to me, but it is for the dwarves first and foremost..." The hobbit shrugged. "I would help somehow, because I did awaken the dragon for the Arkenstone, and move on from there."

Gandalf chuckled. "My dear hobbit, for all you have done, I tell you you would be welcome virtually everywhere, although I would personally recommend you avoid Laketown." Bilbo winced and nodded in agreement. The city itself was fascinating, considering it floated on water, but the Master was absolutely repugnant and the majority of Men in the city didn't seem to understand that Hobbits did not equate children of other races.

"And you must know, for what you have done saving my son and so many others," Thranduil's voice echoed resonantly in the tent, "That you would always be welcome in my home, if other places prove to be...inhospitable."

"So you could settle your affairs by letter, you said?" At Bilbo's nod Bard pressed on, "I have heard that Hobbits know a bit about gardening, is that true?"

Bilbo tilted his head to the side, considering his answer. "Yes, it most certainly is. We grow all our own food and livestock, and know quite a bit about medicinal herbs and flowers as well. Outside of the elves-and forgive me, but I didn't notice much in the way of gardens like in the Shire-we hobbits are probably some of the best gardeners you would ever meet. My own gardener-because Bag End is enough to take care of on its own, even without all of the plants outside-was the one who taught me everything I know after my family passed on. Why?"

Bard's face settled in a look of satisfaction. "As you might have known from talk around the camps, I'm to be Lord of Dale after restoring it. However, there is a bit of a problem in that none of the men that will be coming with me know anything about gardening. Or plants. Or flowers. It will probably take a bit for them to take a shine to it, or be successful at all, and getting the rebuilding started and being able to rely on ourselves is incredibly important. My men would need to be taught."

Bilbo felt a wave of shock pass through his frame. "You would have me do this? But would they even listen to me? I'm only a hobbit! Not that I'm not flattered," He rushed to say as Bard exchanged sardonic looks with Thranduil and Gandalf, "Truly, I am! But I am a hobbit, and many of the men of Laketown do not understand that hobbits are not children! I doubt that they would listen to a single word I said."

"And that is why we are choosing who comes with me very carefully, Master Baggins of Bag End, for it will not only be Men that will be rebuilding Dale, but elves too. The dwarves shall be too preoccupied in their mountain and riches to pay attention to what goes on in the outside world for some time, even the goings-on on their very doorstep, despite what Lord Balin may believe." Thranduil interjected when Bard looked as if he was about to respond, "And your people will not starve, Lord Bard. But the Hobbit is right in that there are no gardeners in the world such as those that live in the Shire, touched by Yavanna as they are."

"Gandalf?" The grey wizard looked up to the tent thoughtfully before regarding Bilbo with a measuring gaze. "I told you that you would never be the same if you survived this, Bilbo. And I think, yes, I do think, that this would be good for you."

Bilbo looked away and considered the tabletop before him. But truly, it did not take long for him to decide. "Then you have me to teach and to guide your men in the ways of gardening and agriculture, Lord Bard. But I must settle my affairs first, get things in order, and I would rather go to the Shire to do so. If Gandalf consents to come with me, it shall not take long. Will you wait?"

Bard smiled and nodded, "Yes, Bilbo, and you have my thanks."

Thranduil commented with a small smile, "I look forward to seeing you pass through my realm again, Bilbo Baggins. Until we meet again."

As Bilbo exited the tent for his own to start packing, the delayed panic began to set in. What had he gotten himself into this time?

* * *

_**I just started this on AO3 when I realized that I didn't enter it here on . Uh. Oops. This is planning to be a pretty epic story; I've got a lot of it planned out. Once I get past more of the groundwork it'll get more interesting and entertaining. Enjoy!**_


	2. Ch1: Spiders and Wargs

All in all, Gandalf was pleased, in a world-weary sort of way. The Battle of Five Armies (as it was already named) was won, the treasure divvied out by Thorin, and Dale was soon to be rebuilt, with Bard being named its Lord.

Not that he was exactly Lord of much. But there was something to be said for descendants coming into their own, prophesied or not. Gandalf's mind flashed back to Rivendell, with its waterfalls and quiet streams, and a small human child with dark hair and grey eyes, much like the Dúnedain of old, a child named-

"-alf? Are you ready to leave?"

Gandalf's mind was forcibly brought back to the present by Bilbo's question. The hobbit was sitting on his pony, a quiet chesnut named Hazel.

"It's just, if we want to make it to Thranduil's palace when we said we would we ought to get moving, yes?"

In answer Gandalf _harrumphed_ and nudged his mount forward.

"My apologies Bilbo; You are quite right and my mind was elsewhere. After that business I had to tend to-"

"-You mean Dol Goldur?" Bilbo ducked his head as Gandalf turned a surprised eye toward him.

"Yes, Dol Goldur. I have been more absent of late; my mind tends to wander down roads long forgotten. May I ask how you came by such information, Master Hobbit?"

Gandalf's waited patiently as Bilbo thought, the both of them moving farther down the road. Bilbo and Gandalf made their goodbyes earlier that morning. Gandalf had waited outside Thorin's tent as Bilbo informed the king of his departure. When he emerged his face was tense but he was smiling slightly as well, so the wizard, though mildly concerned, didn't say a word. He knew the hobbit would bring it up in his own time, if ever.

After further discussion, Bard decided to wait for Bilbo and Gandalf's return before beginning to move his people into Dale. Throughout the winter, they woul make short excursions to the citys' ruins in order to begin fortifying and clearing out the wreckage in concert with the elves. However, since winters in the footlands near the Lonely Mountain were notoriously brutal, Bard also decided to postpone full rebuilding work until spring, provided nothing else caused an abrupt departure.

None of them said it, but the thought was in everyone's minds. One could always hope with the Master of Laketown, but one never really knew what he was up to (or could be convinced of). Hopefully things could remain relatively peaceful until winter began to thaw, because of the Master now owning an enormous amount of treasure. But the greed of Men, as Gandalf, Thranduil, and now Bilbo knew, had a tendency to grow instead of wither with the more wealth they received, and the Master's avarice was legendary.

Hopefully Bard, as a descendant of the Northmen, would not be the same.

Gandalf's attention was brought back to Bilbo as the hobbit began to speak. "Hobbits," he said finally, "have long ears. Longer than many people seem to remember, and being so small lends itself to wandering about unnoticed."

Gandalf chuckled. "Very true, Bilbo. I suppose that one must be more careful when speaking of important matters, if one does not want to be accidentally overheard."

"If it helps," Bilbo offered, "I didn't tell the rest of the Company. Or the other dwarves. Or Lord Dain. You should be impressed I kept my silence from Lord Dain, actually; the dwarrow was very persistent."

Gandalf laughed outright. _Persistent _was an understatement. From the moment the dwarves from the Iron Hills arrived to when Gandalf and Bilbo had departed, they had constantly hounded the hobbit for his stories about the Company and the parts he played. Lord Dain, unlike his reticent cousin Thorin, was much more friendly and sympathetic to Bilbo from the outset. He was also much more pragmatic.

_"Oh, aye, I knew of Thorin's dream to retake the Lonely Mountain," Dain said gruffly, "I also knew that you could not pay me with a thousand Arkenstones to go and battle that dragon in the company that Thorin thought of taking. A dragon's a dragon's a dragon, and I remember only too well the desolation of Dale and the deaths that took place there. I also knew that, unless some miracle occurred, that killing Smaug was nigh on impossible."_

_"So why did you come when Thorin called for aid?" Bilbo asked curiously as he sat at supper with him one day._

_Dain sighed, "Because although I knew that it was a suicide mission, Thorin is kin. And if __**I**__ didn't answer his call, I would be branded kinslayer, and some idiot would be ruling the Iron Hills instead of me. And seeing Thorin as gold-mad-well, that was even worse, and strengthened my resolve to fight."_

_"At least you came and were able to talk some sense into him." Bilbo pointed out._

_Dain nodded and reclined back in his chair, regarding Bilbo and Gandalf thoughtfully, "Barely. But I also know if it wasn't for you," He pointed a finger at Gandalf and the wizard adopted a look of surprise (Bilbo smothered a smile), "Then this wouldn't have happened."_

_"Worse things are to come, Lord Dain." The wizard puffed on his pipe as he replied, "And having a dragon here, instead of dead and gone, with that battle raging on? Smaug needed to be dealt with."_

_Dain grumbled as he continued to eat. "Still. Next time that something of import happens, stay away from me and my own, for I would have some years of peace for a change: to rule my people and have them prosper. And on that note," the King of the Iron Hills faced turned his face towards Bilbo, his face solemn, "I must thank you, Bilbo, for saving my kin, and keeping my idiot cousin from losing everything to gold-madness and pride."_

_Bilbo shrugged uncomfortably. "I did what I felt was necessary."_

_Lord Dain regarded him thoughtfully, "Let us hope you continue to do so with such results, Master Hobbit. Our people are in your debt, and none shall forget what you have done."_

_Yes_, Gandalf thought, _Hobbits are certainly remarkable creatures. _"I am indeed impressed, Bilbo, and I thank you for keeping that information in your confidence. It is best if for now only a few know what happened in Dol Goldur, and the part the White Council had to play in resolving it. We cannot be everywhere, and it is truly the people of Arda who do the most in the battle against evil, not us."

Bilbo nodded and it was several hours before he spoke again. Gandalf was pleased at the time they made; they reached the Mirkwood forest a little before the sun had begun to set. Gandalf paused as he made to dismount, looking once again at the trees that used to be known as the Greenwood. The land still seemed sick and strange, as though the miasma surrounding the forest had sunk deeper in the land's bones. Gandalf was concerned, because he had thought after the Necromancer's death that the land would, if not fully heal, at least not seem quite so forbidding. It looked as though he was wrong.

"Gandalf." Bilbo said conversationally as he remained mounted on Hazel. "We have a bit of a problem."

"Yes, Bilbo." The wizard replied absently as he focused harder on the forest. There was something _there_, right on the edge of his vision. "What is it?"

The sound of Sting being drawn made Gandalf turn as Bilbo replied tensely, "Wargs. And here I thought we were done with the bloody beasts."

The creatures were still a couple of leagues away but moving fast, and none appeared to have riders. Gandalf was thankful; it meant that any remnants from the goblin/orc horde wasn't following them. At the same time, both Bilbo and Gandalf began backing their mounts into the trees, keeping an half an eye on the approaching beasts and half an eye on the path ahead of them. Neither wanted to fall off that path, after the disaster when the Company was lured off the first time.

"Why Bilbo, such language!" Gandalf drew Glamdring and mentally catalogued his spells, thinking of what would be best to drive the wargs off, "Your mother would be ashamed to hear you speak so."

Bilbo shook his head, "No, she's a Took. Father would be appalled. Mother would be offended, because she taught me to swear better than that."

"I hope she did, lad, because I taught her some of what I knew, and that is formidable indeed." Bilbo choked out a laugh as they braced themselves to gallop into the forest, when suddenly a rustle was heard farther down the forest's edge on their right. Howling, the wargs changed course, all except for one, which Gandalf dispatched quickly as his horse reared and kicked the animal in the head. As he withdrew Glamdring from the creature's side and turned to face the other wargs, he saw Bilbo sitting open-mouthed on his steed and Gandalf soon saw why.

At the edge of the forest Gandalf noticed the wargs, but it took him a moment to realize just what they were fighting, and losing, against.

It was the giant spiders. And there were many more than what Bilbo described when he fought them for the first time. Both of them looked on, amazed, as while one spider bit a wargs' neck and wrapped it in webbing, another arachnid was being torn apart by another three of the wargs. Then what could only have been a score more of the spiders poured out of the forest and surrounded the pack.

Abruptly Gandalf turned his horse and Bilbo hastily followed. Gandalf wanted to avoid the possibility of being set upon by two different sets of creatures of the Dark. AS a result, by the time they had made camp in the forest, the moon had long since risen.

"Well," Bilbo said finally after they settled down to rest, "That was unexpected."

"_Unexpected _is one word for it, Bilbo." Gandalf replied as he thought. "That was certainly something else."

"I didn't think that Dark creatures fought each other," ventured the hobbit as he bedded down.

"Normally, I would have agreed with you. However, I have been around much longer than you have, my dear hobbit, and although giant spiders and orcs and goblins and wargs are all under Sauron's domain, due to their natures they are continually at odds, except in times of war. I would guess that as soon as the Battle of Five Armies ended and the Necromancer defeated, the free passage granted for wargs and other creatures through Mirkwood unmolested by giant spiders was revoked."

"So why were you surprised?"

"To be quite honest, I thought their truce would have lasted longer. I'm glad it hasn't. That means that wargs and orcs are less likely to ambush us should we eventually move off the path to reach Thranduil's home."

"When will we reach Eryn Galen, or at least the part that could still be called that, Gandalf?"

The wizard sighed. "Most likely in a day or two. Travelers along the elven paths through Mirkwood and Lórien tend to progress farther than they normally expect."

"So how come-" Bilbo broke off his question as he thought, then continued, "How come it didn't work for the dwarves? It felt like forever when we were in there. _I_ felt like I had just smoked pipeweed for the first time, then not slept for five days straight. Is it because they're dwarves?"

Gandalf smiled, though the hobbit couldn't see it. "Most likely. For reasons that go back more than an Age, the Dwarves and Elves have ever been at odds, though they weren't, once. Long ago. In addition, forests do not normally care for dwarves because of their closeness to Aulé the Smith and fire."

"It seems as if nobody cares for dwarves." Bilbo muttered and the wizard chuckled.

"But I do. And so do you, Master Baggins, do you not?"

"Of course. The dwarves are my friends, though they are absolutely insufferable at times. But then you warm up to them, eventually. And somehow, the longer you know them, the more cherished they become by you." Bilbo's voice trailed off. Gandalf was amused.

It didn't sound like the Hobbit was talking about Dwarves in general anymore.

"One step at a time, Bilbo." Gandalf said finally. "Things will certainly be different when we return, if not better. Especially of Lord Dain has anything to say about it."

"True." Gandalf could hear Bilbo's voice lighten. "Goodnight, Gandalf. Don't forget to wake me for my watch."

"I most certainly shall not." Gandalf replied as he settled back against one of the trees. "Goodnight."

The wizard then kept watch through the dark until dawn.

Bilbo was not pleased. Gandalf only laughed.


	3. Ch2: Where Eryn Galen Isn't As Creepy

Eryn Galen, Bilbo decided, was definitely a more welcoming place when one had been invited there, and not in the company of dwarves. This time, traveling with Gandalf, they had no difficulties reaching the wood elves' stronghold within the great forest. They even arrived earlier than expected, although that was more from the initial run they made away from the wargs and spiders the first day more than anything else. It helped that the path worked for the pair of them instead of confusing their feet and getting them lost.

On the morning of the second day, four elves emerged from the branches above and dropped in front of Gandalf and Bilbo. They bowed simultaneously and one stepped forward to speak.

"Gandalf and Bilbo, you are expected and welcome to our king's halls. Up to this point we have tracked your progress silently, but now that you are close to our realm, we would make ourselves known to you. I am Indis," she pointed to herself, then motioned back to the others, "and the other scouts are Míriel, Tuor, and Eilian." The other three elves nodded as Indis introduced them all.

Gandalf inclined his head, but Bilbo bowed, "Bilbo Baggins, at your service."

"If half of what we had heard is true, Master Baggins," said dark-haired Míriel as the party began to move forward once again, "Then it is we who are at your service, and in your debt as well."

Bilbo began to grow uncomfortable, and replied uneasily, "I truly did not do much, not at all! I did what I thought needed to be done." Bilbo didn't like the idea of the elves, of all people, being at his service, when it was his and the Company's fault that they had all nearly fought each other in a war in the first place.

Gandalf came to his rescue as Míriel looked puzzled. He turned back from where he was conversing with Indis, "Do not be concerned, Míriel, for hobbits hate acknowledgement as much as they love their seven daily meals."

The she-elf raised an eyebrow, "Seven daily meals? That seems rather-excessive."

Bilbo gaped at Míriel in shock, "Excessive? You elves only eat three! It is a wonder that you don't faint dead away from hunger! No wonder you all are so thin like your trees. If you came to the Shire you wouldn't be able to leave until you were as round as my cousin Lotho, for that is considered a healthy size of hobbit, not a stick like me."

It was a good thing that Bilbo didn't notice the other elves' amusement or Gandalf's smile, or he would have stopped tlaking then and there from embarrassment. But Míriel, who was genuinely curious about Hobbits and the Shire, was delighted to discuss the differences between Hobbit meals and Elvish ones, as well as some of their customs.

"You would be considered thin amongst your people?" Tuor asked curiously. He had eventually dropped back to join Míriel and Bilbo in their conversation.

Bilbo replied (slightly woefully), "Oh, yes. And with my scars and all the muscle I've gained now, I hardly look like a respectable hobbit anymore."

There was a slight pause as Míriel and Tuor thought over what he said. Bilbo was right-by Shire standards, as he had explained earlier, he was hardly respectable after leaving without any sort of notice for over a year. For all they knew, Bilbo was dead and not coming back. Many would blame it on his Tookish side, and the best that Bilbo could really hope for was to be considered eccentric, instead of mad. Now that he had been on his adventure, it would be interesting after the rebuilding of Dale whether or not he would wish to return home. Bilbo then thought,_ Do I really want to go back to stay? _He quickly buried that to think about another day.

"I wonder," Tuor looked thoughtfully at Bilbo, "If you could eat one whole lembas-or even more."

Bilbo eyed Gandalf's back. It had stiffened at Tuor's comment, and Bilbo replied, "Is that elvish waybread?"

Eilian looked back, curious, "Yes. How do you know of it?"

"Well, I'm sure I had some when we left from Rivendell, and I believe that we also were provided with several pieces before we departed on our journey here. Is there something special about it? Seemed a bit bland for Elvish food, to be honest."

Bilbo had kept walking forward and didn't notice his companions stop behind him for several paces. He turned around, confused, "Is something wrong? Do you hear something?"

"Bland?"

Bilbo looked from one elf to the other, "Yes? I mean, it's a lot better than cram, but I was used to more flavorful food from the elves when I've had your other dishes. After I spiced it, it was fine-"

"-_spiced _it-" Tuor choked and Gandalf's shoulders shook, but Bilbo blithely continued on.

"-Well, yes, and after that it was rather tasty. I ended up eating four pieces."

"_Four pieces_?" Míriel exclaimed, "In one day?"

Bilbo frowned at the Tuor and Míriel like they were a little muddled in the head, "Of course not in one day."

The pair relaxed. Then Bilbo added on, "In one meal. Good heavens, I am a hobbit, what do you take me for? Those pieces are the size of my hand! That's barely enough to work with for a meal regardless."

Bilbo grinned as Gandalf began to laugh from the front of the group, while the elves looked at him in surprise and a wary sort of respect.

"We may have to rethink the feast that Thranduil has planned out, then," said Tuor semi-seriously. Míriel lightly smacked him upside the head as Bilbo chuckled.

It was close to sundown before they reached the heart of Eryn Galen, where the wood-elves dwelled. Bilbo's heart lifted the closer that they came to it, because the forest here felt less diseased than the rest of the forest that they had journeyed through thus far on their journey. However, Bilbo was nervous as well-he broke the dwarves out of here and snuck around this place for weeks before finally escaping. Things were different now, yes, but until Thranduil gave him a friendly welcome he would be on his guard.

"Well," Bilbo said cheerfully as they went through the front gate, "It is nice to just walk in the front gate, instead of sneaking in like last time."

Míriel looked down at her new friend as they continued through, "You'll have to tell us all that story before you continue on your way, Master Baggins. It is for all of us an interesting experience that we would like to hear."

"If your king allows it," Bilbo said cautiously, "I'd be honored."

"Allow it? Master Baggins, I _request _it." The Gandalf, Bilbo, and the elves all bowed as Thranduil stepped down from his throne, smiling. Bilbo was a little startled, actually. It was a little shocking to see the elf-king smile, when he seemed so solemn before. The king continued as they all straightened, "I have reports from my guards, of course, and we knew that there was another intruder in the keep because of the sharp decline in food stores, but we couldn't actually find anyone anywhere."

"Since your majesty seems so curious," Bilbo replied as Thranduil motioned them to follow him, "Hobbits are fast and light of foot. If we do not wish to be found, we will not be. Our feet, see," he wiggled them as everyone looked down, "Are furred, which helps us move silently. We are also small, your majesty, and it is easy to overlook a small and slow shadow than a large and quick one."

Thranduil nodded regally. "Very true. Indis tells me your journey here has not been too difficult."

It was Gandalf who answered, "No, Thranduil, it was not. Of course, now that the Necromancer is gone and the armies disbanded, the wargs and spiders are back to fighting each other. We got to see one such conflict before entering the forest."

Thranduil looked sharply at Gandalf and Bilbo, "You must tell me more of this when you have rested and eaten. But please know that you are welcome in my halls, and you, Bilbo, since I have not done so already, are named elf-friend here in the Woodland Realm. Forgive me for not announcing such earlier; it was a regrettable lack of oversight on my part."

Bilbo opened his mouth, closed it, then opened it again, "Your majesty, I am-honored. Thank you."

"As I know others agree with me, it is the least you deserve. Now here are your chambers. Gandalf, I believe you know your way around...?" Thranduil trailed off and the wizard nodded. "Good. I shall see you both at the evening feast. Until then." Thranduil inclined his head again and started back down the hallway.

"I wasn't expecting that." Bilbo said finally. Gandalf smiled.

"I have found the word _unexpected _to become synonymous with _hobbits_, Bilbo Baggins. I suspect that that will not be the last time you or I are surprised on this journey."

Bilbo bit his lip as Gandalf turned to go to his own rooms, then blurted out, "Gandalf."

The wizard turned expectantly, "Yes, Bilbo?"

"There's," Bilbo hesitated, "There's something I ought to tell you. Later. Perhaps once we've departed. About our escape from here. I found something in the misty mountains, underneath the goblin kingdom."

Gandalf frowned, "I see. Yes, I do believe that it is wise to wait, Bilbo. We shall speak of this another time."

At his nod Bilbo turned and shut the door, surveying his quarters. "Well," he sighed, "I ought to get settled in."

Bilbo and Gandalf would be staying here for the next three days, then would depart to continue on through the forest. Thranduil would be providing them with another escort to the edge of the forest, where Beorn would be waiting. It would take about a week and a half to two weeks, depending on if the path would cooperate and if there were any large giant spider nests nearby. All in all, since the Necromancer had been defeated, things had quieted down, but Mirkwood had proved to be-unpredictable, if one wanted to be charitable.

After Bilbo had washed and changed clothes, he was met outside by Míriel and Tuor. "Hello, Master Baggins!" Tuor said cheerfully, "We're to show you to the feast. You'll be seated at the high table, of course, but we'll be there to keep you company as well, should you so desire it."

Bilbo forebore mentioning that, as he had been sneaking in the palace prior to this for several days, if not a couple of weeks, that he knew the place very well indeed. Instead, he just smiled and said, "Thank you very much, you two. I would be delighted if you sat with me."

"I would be pleased if you told us more about Hobbits, Bilbo. And the Shire." Míriel smiled back at him and Tuor explained as they continued down the hallway, "Míriel is our official scholar and archivist for the king, much like Lindir for Rivendell."

"If there is time I would love to see your library, if that's possible." Bilbo brightened as he thought of all the possible books the wood-elves must have had, "Though I must warn you that if you don't come and check on me, I could stay in a library for days without even noticing and, considering a hobbit's appetite, that is something."

Tuor snickered, "We shall do what we can for you, Master Baggins."

And with that last comment, they entered the elves' Great Hall. Everyone else was already there and, upon seeing him, stood and bowed simultaneously. Bilbo was about to shrink in on himself when he saw Gandalf's eyes twinkling merrily from up where he was sitting beside Thranduil. Bilbo's eyes narrowed, '_Meddling old wizard. This was all his idea_.'

"Chin up, Bilbo, it's not that bad," Tuor patted his shoulder as they made their way up the center of the Hall to the high table, where the two elves and one hobbit took their places.

"Were you not aware you were the guest of honor, Bilbo? Gandalf must have told you." Bilbo raised his eyebrows at Thranduil's smirking face.

Bilbo just shook his head, "And I wondered where Legolas got his sense of mischief from. Elves."

The table just made sounds of amusement as they all began to eat.

The feast ended and the rest of Bilbo's time in Eryn Galen passed in a slightly dreamlike quality, much like when he was in Imladris. Thranduil did end up wanting to hear about the wargs outside his forest and Bilbo did recount his escape with the dwarves for the wood-elves at large. This seemed to increase the elves' respect for him, as whenever Bilbo needed help when he was navigating the library, he had many volunteers to aid him. Only too soon did the time at Thranduil's home end and both Bilbo and Gandalf were on the way once more.


	4. Chapter 3: Traveling With Beorn

**Thanks for all the kudos, guys. It's really encouraging to see all the hits that it is getting. I'm sorry for the late update; classes started up again. Please message me or comment if you have anything to suggest or anything to say. :) Thanks again!**

**Next Chapter: Bard's Progress in Restoring Dale, Alatar (Morinhetar) arrives in Laketown**  
**Following Chapter: Crossing the Misty Mountains, Rivendell**

***I just realized that I changed canon a little, because Beorn travels back with Bilbo and Gandalf through Mirkwood until they reach his house. All I can say is...oops. But I think this works out just as well.**

****Alatar (Morinhetar) is a legitimate LOTR character, but I genderbent him, as you'll see in the next chapter. I'll explain more about it then.**

*****I will be incorporating both Hobbit/LOTR book and movie canon as I see fit.**

* * *

As Bilbo and Gandalf (with their escort of Tuor, Míriel, Indis, and Eilian) continued the move west through Mirkwood, the hobbit couldn't stop comparing this journey with the one he had made previously with the Company some months earlier. With his friends the elves that guided him around in Eryn Galen, the trek was far more enjoyable. Míriel learned from Bilbo about the Hobbits and the Shire, along with what history he could remember. In turn, Tuor and Míriel told Bilbo stories of their people and taught him a few of their songs. However, not all of the darkness had been lifted from the forest, so when it became too pressing for Bilbo, he would hum a line or two of the songs he learned and the others would pick it up. By the song's conclusion, their voices would echo and bounce against the trees, temporarily lightening the atmosphere.

Gandalf could also be persuaded to create shapes in the fire or with his pipe smoke as he told a story of the Elder Days. Bilbo would sit on his bedroll, listening intently to every word he said and letting the wizard's words sweep him away to the kingdom of Doriath or the Voyage of Eärendil. After the first night, Bilbo had been self-conscious-he didn't know if he looked like an eager child to these elves-but when he glanced away from Gandalf as he spoke, he saw the elves were just as enthralled with the wizard's storytelling, and so Bilbo focused on the tale once more.

Yes, Bilbo decided, it was much nicer indeed to travel with folk who actually knew where they were going.

Not that Bilbo didn't miss the dwarves. He had. But traveling with dwarrows who were not on the best terms with other races in addition to having an especially antagonistic attitude toward the elves certainly made the journey much more difficult. It was also his first adventure. Bilbo grimaced as he thought back to how soft he must have appeared to the Company, and yet they welcomed him regardless. Now, though, as he had fought in his first battle and seen more of the world, he was used to this life of wandering, even if he did long for the Shire. As to whether or not he'd still see it as home...well, there was still the restoration of Dale to consider. Bilbo would how he felt after that.

Bilbo parted with his friends at the edge of Mirkwood with a heavy heart, but was comforted by the knowledge that he would be returning in this direction fairly soon.

"Come, Bilbo, Beorn expects us." As if in emphasis a roar echoed across the plain and Gandalf grinned at Bilbo's start. "Let us continue on before he becomes impatient, hmmmm?"

Bilbo huffed irritably and nudged his pony forward, "Oh, yes, after calling me a bunny, I wouldn't be surprised if he thought to eat me."

"Skinchangers are wild but they are not utterly savage, Bilbo Baggins. I highly doubt he would eat a hobbit of the kindly West when he knows of your bravery during the Battle of Five Armies amongst your other deeds." Bilbo relaxed at Gandalf's assurance, which didn't prepare him for his next statement.

"Besides," Gandalf looked back with a merry twinkle in his eye, "You are far too thin to be an acceptable meal."

Bilbo chuckled, "I guess I ought to make sure I don't fatten up too much then during my time in the Shire or in Rivendell, then."

"That would be most wise."

They rode on for a time in silence as they continued southward towards Beorn's territory. It was huge, but that was necessary for skinchangers, as they needed to large amounts of land for pasturage for their animals and room to hunt. It would take most of the day to finally reach the border of Beorn's home. However, they had only ridden for about a league before a large dark form loped across the field, headed straight towards them. They were downwind of the bear and although Gandalf's horse and Bilbo's pony Hazel _whuffed _nervously as they picked up his scent, they stood firm as Beorn changed as he moved before standing upright a couple hundred meters away. Gandalf and Bilbo saw him duck briefly behind a rock, then emerge fully clothed. He hopped onto the boulder he had changed behind and sat, waiting.

Gandalf refrained until they were within shouting distance before hailing him, "Ho, Beorn, Chieftain of the Beornings! How goes the day?"

Beorn's voice was deep and sonorous as he replied, "It goes well, now that you have arrived. I had expected you a few days later than this, and yet I see you now."

Bilbo looked up at the skinchanger and said nervously, "I, er, hope that doesn't present a problem?"

As if sensing his apprehension, Beorn turned his full gaze on the hobbit. Bilbo felt rather like he was held in the grasp of a great predator (which he was, Bilbo reminded himself) before the skinchanger grinned, "No, little bunny, it is not. I am pleased I did not have to wait for you outside my territory."

He suddenly raised his head and looked toward the south. From where Bilbo sat on his pony, he noticed with some amusement that the great mans' ears were twitching, as if hearing something from far away.

"We had best move," Beorn suddenly leapt off the boulder slapped Gandalf's and Bilbo's mounts into a canter, "I hear wargs and goblins moving farther upwind. If it were not for you, little bunny, and the agreement I made with the wizard, I would run and tear them apart. But there are too many that are a match even for me, Gandalf, and you, halfling, with your invisible Sting, and it is best that we move onto my territory. You will be safe there. And," The skinchanger grinned savagely, "If they move onto my lands...well. Orcs are stupid, but not _that _stupid. Ever since I killed Bolg they have known better than to trespass."

Bilbo's horsemanship had improved dramatically since he had left the Shire and he was able to respond without worrying about falling off, "They shouldn't have come on your land the first time, should they?" he called out over the sound of Hazel's hooves.

"No. But then, we are an old race, and they, in their idiocy, forgot the skinchangers. They forgot me and my people. We had faded into the ancient tales, but we shall not stay there after this last battle." Beorn, although he was now in the shape of a Man instead of a bear, easily kept stride with their mounts as they continued across the plain, "Now, more of us are waiting nearby and will crush any orcs that dare to come near our home if they try to cross the Misty Mountains again. Hurry!"

With a sort of yipping cough Beorn somehow spurred Gandalf's horse and Bilbo's pony to move even faster, although Bilbo could hear howls some distance behind them. It was sunset before they were able to cross into Beorn's lands. This time, they weren't even close to a confrontation. Every time their mounts faltered, Beorn would call to them in a hoarse language and suddenly they would pick up speed. As they moved over the border, they slowed their mounts down from a canter to a trot and from a trot to a walk, until the animals were fully cooled. Bilbo looked back, but didn't see any of the creatures that had pursued them. Then he saw a flash of a huge, furry _something_ that moved soundlessly under the trees near the border and abruptly turned to face Beorn and Gandalf, whom had moved a little distance ahead of him.

"Beorn?" The great man paused and waited for Bilbo to reach him before walking alongside him. The hobbit had to marvel at the man's size; even when Bilbo was on a pony, Beorn still stood at least two heads taller. If he had not met Beorn with the Company during that run from the wargs, Bilbo would have been convinced the man was a Giant, no matter what Gandalf had said. As it stood, the Man had a reassuring presence that kept Bilbo from being cautious around him.

"Yes, bunny?"

"Are all of you-" Bilbo stumbled over his question as he realized how rude it could be, but pushed on, "-Are all the forms of skinchangers that of bears? Or do some of you take other forms? Forgive me if that was too private to ask."

Beorn tilted his head at the hobbit, giving him a considering gaze. Then he snorted, "No, bunny, we are not all bears. Some of us are cats. Some of us-very few-are birds. And some," he bared his teeth in what he must have thought was a grin but Bilbo perceived as slightly terrifying, "Some of us are wolves."

"So do you _choose _what you become, or is it a spell, or-" Bilbo's question stopped as he saw Gandalf turn and raise an eyebrow, "-it is obviously a secret. Please forgive me." Bilbo briefly wondered where his sense of self-presentation had gone. He was much more sensible at the beginning of the journey.

Ah, yes. It must have been when he snuck into Smaug's lair the first time. No, the second time.

Beorn turned to see what had stopped Bilbo's question in its tracks and glimpsed Gandalf's face. He patted Hazel on the neck and laughed at the hobbit's discomfiture, "Done, hobbit. Long it has been since anyone has been curious enough or brave enough to ask us how we came to be. Not that we answer many questions."

Bilbo nodded and Beorn continued, "But I shall tell you where we came from, if not how. You _are _an outsider, halfling."

It was obviously a warning and Bilbo took it as one, "I understand, and I'm honored. Please, continue."

Gandalf dropped back to listen as well. Although the wizard knew much, and had traveled the length and breadth of Arda for Age upon Age, some things had slipped out from under his nose, and the origin of the skinchangers was one of them.

"There are many tales about us," Beorn began, "From how we are descended of the great beasts of the mountains of the north, to being created by the Highest himself, to being cursed by Morgoth to change into what we despise most about ourselves, and never be able to eat the creatures of Middle-Earth, only that which is anathema to great predators, such as the fruit of the earth or the honey from bees. But none of these are true."

He paused and Bilbo and Gandalf waited silently. The hobbit got the impression that he was organizing all of his words in one great thread that he would spool out, and that interrupting him would cause his thoughts to become endlessly snarled.

"I know my story, as my father told me, as his father told him, from time to time to the beginning of Us." Beorn continued, "We, the skinchangers, we who swore, we who are bound, as our ancestors were bound, as our descendants are bound, until the Breaking of the World." Beorn's voice slid into a soft rhythm as he continued to speak. "We, who are descended from the North. We, who are descended from Men of the North. But we are Men no longer. We are more, as we have been charged. The first of us was the best of us. His name was Baerin, and he was one of the greatest hunters Arda had ever seen. He was a great protector of his people, Baerin of the North, and took only what was necessary from the great forests surrounding his mountains, and no more. It is known amongst us that he had slain the fiercest wolves, the largest bears, the quietest cats, and the swiftest birds that dared to attack his home."

Beorn paused again, considering, before he continued, "It is said amongst us one day that Baerin, as he was coming home from a successful hunt, encountered someone. A vicious old boar had been harrassing the women gatherers of the village, and Baerin went out and swiftly killed it. But a fellow hunter he had met in the forests was gravely injured, and was not likely to survive the night without help. Baerin knew that he should continue on, that his village needed him. There was no one else who was strong enough to protect his people should something arise, but the man's eyes stayed his hand. They shifted colors, from the green of the brightest trees to the brown of rich earth during spring. The hunter's gaze was both ancient and young, and Baerin knew he had to stay. So he set up his camp and treated the hunter as best he could. As the moon rose and fell Baerin kept watch, and the injured hunter did not say a word. It was not until the next morning that the man spoke. '_You are both wise and merciful_,' he said, '_A great warrior and a gentle shepherd, who takes those not under his care and treats them as his own, and takes what he needs, and not what he wants._' Baerin only nodded, sensing the man had more to say. '_And so_,' the hunter continued, '_I have found who I have needed, the people I require, to be stewards and shepherds of my animals as the Ents watch over their trees._' And suddenly, as if a fog was lifted from his eyes, Baerin saw the hunter as he truly was, and was both frightened and amazed."

Beorn nodded at Bilbo, who guessed, "Oromë, Lord of Forests?"

Beorn spoke again, "Yes. '_I have watched you for some time, Baerin, first of your name, and I am pleased with what you have done for your people. I would charge you with a duty._' Baerin was about to agree when the Lord of Forests raised a hand, '_But know that you will not ever be able to abandon your post and that your descendants will be sworn in service as you will be sworn from now until the Breaking of the World. This duty I charge you is to protect the creatures of the forests, from the smallest mouse to the largest panther, and to keep them well in your care. You cannot consume that which you protect, and you will hold in these animals in your trust until their natural deaths, or until I return, for the end of all things. I will give you a way to defend them, in times when your own skills as a Man are not enough and more power is needed, or to communicate with those in your charge. Do you consent to this? _' Baerin thought for a moment. He could protect his people now, but not forever. He was a great hunter of his time, but even he knew that if Oromë asked this of him, that a darkness was coming and all would be needed to keep it from destroying Arda. And so he said to the Lord of Forests, _'I will do this thing for you, Great Lord. I do so swear, for me and my descendants, to be your shepherds and your keepers, from now, until the very end._' The Hunter nodded gravely, '_Then you are bound, you to me and I to you. Call on me when your need is most dire, and I shall be there, for you and your children and their children, as the land ages and the world turns._' "

Beorn stopped and looked at Bilbo, who could only sit, stunned, "That is our beginning, halfling. That is the story of us, the story of our people, the story that we pass down from father to son, all along our line. So Baerin did to his offspring, as my father eventually told me. So we are bound. So we remain."

"Baerin is your ancestor?"

Beorn looked at Bilbo and Gandalf seriously, "Yes. From him all true descendants take the first letter of his name, and it was we who always remember how we began, so we do not let any of us revert to our more-ferocious-selves, when the Shadow calls."

The skinchanger looked forward again as Bilbo and Gandalf sat silently, "Come. We must find suitable shelter for your pony and horse before dark."


End file.
